CALGARY, Dec. 15, 2015 /CNW/ - Zaio Corporation (TSXV: ZAO) (the "Company" or "Zaio") wishes to announce that it has entered into a non-binding term sheet with StableView Asset Management Inc. ("StableView" or the "Lender Representative"). In accordance with the term sheet, StableView, as Lender Representative, will act to arrange a secured, subordinated non-amortizing debt facility of up to $4 million CAN ("Facility") on a best efforts basis (the "Financing"). As part of the Financing, Zaio will also issue three (3) common share purchase warrants (each, a "Warrant") for each $1.00 principal amount loaned under the Facility. Each Warrant shall be exercisable at $0.11 per common share for a period of 36 months from the date of issuance (the "Warrants"). The Financing is subject to a minimum principle amount of $1.5 million and will be utilized for general corporate purposes.
The Facility will bear interest at a rate of 15% per annum, calculated and payable quarterly and has a maturity date of 24 months from the initial advance date, subject to further extension by the lenders. Under the terms of the Financing, upon the initial drawdown on the Facility, Zaio will pay through the debt facility $50,000 (to be added to the Facility) and issue 1,666,667 common shares of Zaio. In addition, the Lender Representative will have the right to nominate up to four (4) replacement directors to the board of Zaio.
The Financing remains subject to various conditions precedent, including, lender due diligence, execution of formal documentation and TSX Venture Exchange approval.
About Zaio Corporation
Zaio provides customers in the property valuation, underwriting and lending industries with real-time access to certified appraisal reports from the company's patented database of proactively maintained residential property evaluations prepared by licensed appraisers across the United States. Visit the company online at zaio.com.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This news release does not constitute an offer to sell or a solicitation of an offer to buy and of the securities in the United States. The securities of the Company will not be registered under the United States Securities Act of 1933, as amended the U.S. Securities Act, and may not be offered or sold within the United States or to, or for the account or benefit of U.S. persons except in certain transactions exempt from the registration requirements of the U.S. Securities Act.
Certain information in this press release is forward-looking within the meaning of Canadian securities laws as it relates to anticipated events and strategies. When used in this context, words such as will, anticipate, believe, plan, mandated, intend, target, and expect or similar words suggest future outcomes.
Forward-looking information in this press release, includes, among other things, information relating to: (i) the expected closing of the Financing, (ii) the completion of all conditions precedent to the Financing, (iii) the terms and completion of the proposed Financing, (iv) the arranging of the Facility, and (v) any applicable approvals required in order to complete the Financing, which may include, but is not limited to, the approval of the TSX Venture Exchange and approval by the shareholders of Zaio.
These statements are based on certain assumptions and analyses made by the Company in light of its experience, current conditions and expected future developments and other factors it believes are appropriate. The material factors and assumptions used to develop these forward-looking statements include, but are not limited to the ability of the Company to close the Financing and the terms and conditions of the non-binding term sheet in respect of the Financing.
Readers are cautioned not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Forward-looking statements are provided for the purpose of providing information about management's current expectations, and plans relating to the future. Readers are cautioned that such information may not be appropriate for other purposes. Zaio does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in Zaio's expectations or any change in events, conditions or circumstances on which any such statement is based, except as required by law.
SOURCE Zaio Corporation
For further information: Visit www.zaio.com or contact: Shane Copeland, CEO, Zaio Corporation, 760-208-6460, [email protected]; Babak Pedram, Investor Relations, Virtus Advisory Group Inc., 416-644-5081, [email protected]